esi-20250418

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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						500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394

April 18, 2025

Dear Fellow Stockholders:

As discussed in my Annual Report letter, 2024 was a record year for Element Solutions Inc. Today, I am pleased to invite you to our 2025 Annual Meeting of Stockholders which will be held on Tuesday, June 3, 2025 at 11:00 a.m. (Eastern Time). You will find information about the meeting, including how to participate and the items to be voted on, in the Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter.

Your vote is important. Please vote your proxy promptly so your shares can be represented. You may vote by proxy via the Internet or telephone or, if you received paper copies of the proxy materials via mail, you may vote by mail by following the instructions on your proxy card. For detailed information regarding voting instructions, please refer to the accompanying Proxy Statement.

On behalf of our Board of Directors and management, thank you for your continued support.


Sincerely,

Benjamin H. Gliklich
President & Chief Executive Officer


						500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time	June 3, 2025 at 11:00 a.m. (Eastern Time)

Place	Virtual meeting via the Internet at www.virtualshareholdermeeting.com/ESI2025*

Items of Business	1.	Election of eight directors for a one-year term
	2.	Advisory vote to approve our 2024 executive compensation
	3.	Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025

	4.	Consider other business properly brought before the meeting

	The above matters are fully described in this Proxy Statement. We have not received notice of any other matters to be presented at the meeting.

Who Can Vote	Only stockholders of record as of the close of business on April 7, 2025 may vote at the 2025 Annual Meeting.

* You will need your 16-digit control number included on the Notice or proxy card in order to join the meeting. You will be able to listen to the meeting live, submit questions and vote online.

By Order of the Board of Directors,


John E. Capps
EVP, General Counsel and Company Secretary
April 18, 2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting to be held on June 3, 2025: The Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2024 (the "2024 Annual Report") and the accompanying proxy card are available at www.proxyvote.com.

We are making this Notice of Annual Meeting of Stockholders, the Proxy Statement and the form of proxy first available on or about April 18, 2025.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority," "strategy," "objective" and variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the Company's ability to drive sales and performance in terms of adjusted EBITDA, adjusted constant currency EBITDA compound annual growth rate ("EBITDA CAGR"), adjusted earnings per share ("EPS"), cash return on investment ("CRI") and total shareholder return ("TSR"); meeting financial and/or strategic short- and long-term goals; expected key drivers of performance; probability of achievement of the performance target related to certain performance-based restricted stock units ("PRSUs"); outlook for the Company's markets and demand for its products; the war in Ukraine and the Israel-Hamas conflict and other hostilities in the Middle East as well as actions in response thereto and their impact on market conditions and the global economy; increases in tariffs and/or imposition of new tariffs and other changes in trade policy in the U.S. and other countries; price volatility and cost environment; inflation and fluctuations in foreign exchange rates; general views about the Company's future operating results, earnings growth, cash generation and capital allocation; environmental, social and governance ("ESG") initiatives, priorities and goals; risk management program; business and management strategies; and other factors that could affect the Company's future financial position or results of operations, including, without limitation, statements made in the Compensation Discussion and Analysis ("CD&A") section of this Proxy Statement.

These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors described in the sections titled "Risk Factors," "Quantitative and Qualitative Disclosure about Market Risk," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Annual Report and/or in subsequent filings with the Securities and Exchange Commission (the "SEC"). Any forward-looking statement included in this Proxy Statement is based only on information currently available and speaks only as of the date on which it is made. In addition, some of the statements contained in this Proxy Statement may rely on third-party information that management believes to be reputable, though not independently verified. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures we make on related subjects in the Company’s filings with the SEC.

This Proxy Statement includes references to our website and additional information and materials posted on it. Our website and such information or materials are not incorporated by reference in, and are not a part of, this Proxy Statement.

iii


TABLE OF CONTENTS

LETTER TO STOCKHOLDERS FROM OUR CEO		i

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		ii

Caution Regarding Forward-Looking Statements		iii

PROXY STATEMENT		1

PROPOSAL 1 - ELECTION OF DIRECTORS		1

	Board Membership Criteria and Selection	2
	Board Diversity, Tenure and Qualifications	2
	Candidates Nominated by Stockholders	3
	Director Nominees	4

CORPORATE GOVERNANCE		8

	Corporate Governance Highlights	8
	Corporate Governance Guidelines	9
	Stockholder Engagement	9
	Sustainability Initiatives	10
	Board of Directors	10
	Board Leadership Structure	11
	Director Independence	12
	Risk Management and Oversight	12
	Director Attendance and Meetings	13
	Board Committees	13
	Audit Committee	14
	Compensation Committee	15
	Compensation Committee Interlocks and Insider Participation	16
	Nominating and Policies Committee	16
	Corporate Responsibility and Sustainability	17
	Board and Committee Assessment Process	18
	Succession Planning	18
	Certain Relationships and Related Transactions	18
	Related Party Transaction Policy	19
	Transactions with Related Parties	19
	Involvement in Certain Legal Proceedings	19

DIRECTOR COMPENSATION		20

	Director Compensation Program	20
	Director Compensation in 2024	21
	Indemnification	21

EXECUTIVE OFFICERS OF THE COMPANY		22

EXECUTIVE COMPENSATION		23
	COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 23)
	Report of the Compensation Committee	41


TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES		41

	2024 Summary Compensation Table	42
	Grants of Plan-Based Awards in 2024	43
	Outstanding Equity Awards at Year End	44
	Option Exercises and Stock Vested in 2024	46
	Termination and Change in Control Arrangements	47
	Potential Payments upon Termination or Change in Control	48
	Other Post-Employment Payments	49
	2024 Pension Benefits	50
	2024 Non-qualified Deferred Compensation	50
	Equity Compensation Plan Information	50
	Pay Ratio	51
	Pay Versus Performance	51

SECURITY OWNERSHIP		55

PROPOSAL 2 - ADVISORY VOTE ON 2024 EXECUTIVE COMPENSATION		59

PROPOSAL 3 - RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025		60

	Report of the Audit Committee	60
	Principal Accountant Fees and Services	61
	Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services	62



INFORMATION ABOUT THE MEETING AND VOTING		62

OTHER MATTERS		69

	Stockholder Proposals	69
	List of Stockholders Entitled to Vote at the 2025 Annual Meeting	70
	Proxy Solicitation Costs	70
	Communication with the Board of Directors	70
	Available Information	70

APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS		71

PROXY CARD		75


						500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2025

The Board of Directors (the "Board") of Element Solutions Inc ("Element Solutions," the "Company," "ESI," "our," "we" or "us") is soliciting your proxy to vote at the 2025 annual meeting of stockholders (the "2025 Annual Meeting"). In accordance with the SEC rules, we are providing stockholders with access to our proxy materials over the Internet, rather than in paper form, which reduces the environmental impact of the 2025 Annual Meeting and its related costs.

PROPOSAL

Election of Directors

☑ The Board recommends a vote FOR each of the director nominees

•75% independent Board (6 out of 8)

•Diverse set of backgrounds and skills relevant to the oversight of the Company

•Fully independent Board Committees

Upon recommendation of the Nominating and Policies Committee, our Board has nominated for election at the 2025 Annual Meeting the eight current directors of the Company. All director nominees are nominated for a one-year term ending at the time of the Company's 2026 annual meeting of stockholders, unless otherwise decided as indicated below. Each of the director nominees was elected to their present terms at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting").

Notwithstanding the Board's policy which mandates a director to retire when turning 73 years old, the Board has nominated Mr. O'Neal for election at the 2025 Annual Meeting for an additional one-year term. Mr. O'Neal has provided robust guidance and insight to the Board informed by his extensive executive experience. In addition, given his long tenure as a director of the Company, he possesses a unique blend of leadership, institutional knowledge and experience that will benefit our Board and the Company. Mr. O'Neal currently serves on the Nominating and Policies Committee.

2025 Director Nominees

Sir Martin E. Franklin

(Executive Chairman)

Michael F. Goss

(Independent Lead Director)

Benjamin H. Gliklich (President & CEO)

Christopher T. Fraser

Ian G.H. Ashken

E. Stanley O'Neal

Elyse Filon

Susan W. Sofronas

In accordance with our amended and restated by-laws (the "Amended and Restated By-Laws"), a majority of the votes cast at any meeting of stockholders is required for the election of directors, except in the case of a contested election where a plurality vote standard would apply. "A majority of the votes cast" means that the number of shares

voted "For" a director nominee exceeds the votes cast "Against" such nominee. We believe this majority vote system enables stockholders to hold directors accountable in defeating or supporting their election.

Each director nominee has consented to being named in this Proxy Statement and to serve as a director if elected. There is no arrangement or understanding pursuant to which any of the nominees was selected and there is no family relationship between any of them and any of the Company's officers or other directors. We expect all director nominees to be available for election, but if any of them is unable to serve, or for good cause will not serve, the proxy holders named on the proxy card may exercise discretionary authority to vote for substitutes proposed by the Board.

Board Membership Criteria and Selection

Directors are elected annually. Our certificate of incorporation, as amended (the "Certificate of Incorporation"), provides that the Board should consist of one or more members as determined from time to time by the Board. In accordance with our Board Governance Principles and Code of Conduct (the "Board Governance Principles"), the Board believes that, given the size of the Company and the breadth of needed expertise and diversity, the optimal size of the Board is at least seven directors. Our Board is currently composed of eight members. Directors serve terms of one year expiring at the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified or until their earlier death, resignation or removal.

The Nominating and Policies Committee of the Board is responsible for identifying, screening and recommending candidates to the Board for Board membership. In this role, the Committee strives to maintain a Board composed of individuals who bring diverse opinions, perspectives and backgrounds while maintaining an appropriate balance of tenure, turnover, diversity and skills. When formulating its recommendations, the Committee considers various criteria, which may change over time as our business and/or industry evolve and as the composition of the Board changes. In accordance with its charter, the Nominating and Policies Committee selects candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who it believes would be most effective, in conjunction with the other Board members, at serving the long-term interests of our stockholders. In evaluating nominees, the Committee takes into consideration, at a minimum, the following attributes: leadership, integrity, independence, interpersonal skills, financial acumen, business experiences, industry knowledge, and diversity of viewpoints. The Committee believes that these general qualifications enable elected directors to contribute meaningfully to the leadership of our Board and effectively guide and supervise management in driving the Company’s growth as well as its financial and operational performance.

The Committee also considers experience that would best complement those already represented on the Board, the need for specialized expertise and anticipated retirements to define gaps that may need to be filled through the Board refreshment process. Once a candidate is identified, the Committee seeks input and participation from other Board members and other appropriate sources, so that all points of view are considered and the best possible candidates selected.

Board Diversity, Tenure and Qualifications

To support a higher level of success for the Company, the Board strives to foster diverse critical thinking as well as innovative and strategic discussions. As part of its identification and selection process for director nominees, the Nominating and Governance Committee also considers racial, ethnic, age and gender diversity factors in order to promote a variety of backgrounds and consequently, a more constructive and effective decision-making process. In the past five years, the Board selected two women as director nominees for election with the most recent nomination last year at the 2024 Annual Meeting. This refreshment demonstrates the Board’s focus on maintaining an appropriate balance of attributes, viewpoints and experiences that align with the evolving needs of the Company’s long-term business strategy.

Two of our directors, representing 25% of the Board, are women. In addition, 75% of our directors are independent with a median tenure of 7.8 years. Our Board Governance Principles do not impose tenure limits on the Company's directors, other than a retirement age policy at 73 and the requirement to stand for election annually.

The Board is committed to adding new members with complementary skill sets and fresh perspectives. As part of the Board’s refreshment efforts, half of our directors joined the Board since 2019. All of our directors have senior leadership experience at global organizations and risk management expertise. Many also have significant public company background, having served as CEOs, CFOs, and on other boards. The Nominating and Policies Committee continuously seeks highly-qualified director candidates to bring additional depth to the Board and help with its oversight of the Company’s evolving risks, business needs and strategic imperatives. Considering the complexity and breadth of our industry and our businesses, the Compensation Committee and the Board believe it is important to have a blend of longer-serving directors with a deep understanding of our operations and the markets we serve, and more recent additions who are able to provide fresh perspectives.

Our Board regularly evaluates desired attributes for directors in light of the Company's strategy and needs and believes the director nominees as a group complement each other and each other’s respective experiences, skills and qualities. These qualifications help them provide valuable insights and contribute significantly to the success of our Company. For more information, see "Qualifications" for each director under "— Director Nominees" below. Key skills, qualifications and experience currently maintained on the Board include:


Skills, Qualifications and Experience
l			Experience as CEO and/or Chairman
l			Global operations / manufacturing leadership
l			Chemicals industry experience
l			Public board experience
l			Finance and accounting leadership
l			Risk management experience
l			M&A and capital market strategies
l			Sustainability leadership

Candidates Nominated by Stockholders

The Nominating and Policies Committee will also consider director nominees recommended by stockholders. In accordance with our Amended and Restated By-Laws, stockholders who wish to nominate a candidate for consideration by the Committee for election at the Company's 2026 annual meeting of stockholders may do so by delivering written notice of such nominees’ names, no earlier than the close of business on February 3, 2026 and no later than the close of business on March 5, 2026, to Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, Attention: Company Secretary.

Any stockholder proposing a nomination must be a stockholder of record on the date such notice is given and on the record date for the determination of stockholders entitled to vote at the Company's 2026 annual meeting of stockholders, and must comply with the applicable notice procedures set forth in our Amended and Restated By-Laws. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must comply with, and provide notice that sets forth the information required by, Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For further information, see "OTHER MATTERS - Proposals by Stockholders" in this Proxy Statement.

No stockholder nomination was submitted in connection with the 2025 Annual Meeting.

Vote Required

Any director nominee who receives a greater number of votes "For" than votes "Against" his or her election will be elected to the Board. Abstentions will have no effect on the results of this vote.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR"

THE ELECTION OF EACH NOMINEE

Director Nominees

The Board of Directors believes that our director nominees as a group have backgrounds and skills important for our business. Below is a summary of the experience, qualifications, attributes and skills that qualify our nominees to serve on the Board:


Sir Martin E. Franklin

Business Experience Sir Martin E. Franklin is the founder and CEO of Mariposa Capital, LLC, a Miami-based family office focused on long-term value creation across various industries, and Chairman and controlling shareholder of Sweet Oak, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. Sir Martin is also the co-founder and Co-Chairman of Nomad Foods Limited, co-Chairman of APi Group Corporation and co-Chairman of Acuren Corporation. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”) serving also as its CEO from 2001 to 2011 and its Executive Chairman from 2011-2016. Prior to founding Jarden in 2001, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. between 1992 and 2000. Qualifications Sir Martin brings to the Board unique guidance and insight based on his ~30 years of CEO and Chairman experience across numerous public companies in various industries, including with respect to leadership, corporate strategies, culture, capital allocation as well as M&A and capital market strategies.
						Committees
						None
						Public Company Boards
						Acuren Corporation
						APi Group Corporation
						Nomad Foods Limited
						Age: 60
						Director Since: 2013
						Executive Chairman of the Board


Benjamin H. Gliklich

Business Experience Mr. Gliklich was named Chief Executive Officer of Element Solutions in January 2019 and appointed as President of Element Solutions in July 2020. He previously served in several capacities for the Company, including Executive Vice President - Operations and Strategy from April 2016 to January 2019, Chief Operating Officer from October 2015 through April 2016 and VP - Corporate Development, Finance and Investor Relations from January to October 2015. He joined the Company as Director of Corporate Development in May 2014. Prior to joining the Company, Mr. Gliklich worked for General Atlantic, a global growth-oriented private equity firm, and Goldman Sachs & Co. Mr. Gliklich holds an A.B. Cum Laude from Princeton University and an MBA with distinction from Columbia Business School. Qualifications Based on his extensive managerial and operational experience at Element Solutions, Mr. Gliklich provides significant insight into our global business operations and markets we serve. He brings to the Board valuable expertise in the areas of business strategy, leadership development and talent management, business development, corporate development and capital markets, which are directly translatable to his work as President & CEO of the Company.
						Committees
						None
						Public Company Boards
						None
						Age: 40
						Director since: 2019
						President & CEO of Element Solutions


Ian G.H. Ashken

Business Experience Mr. Ashken currently serves as a director of Nomad Foods Limited (since 2014) and APi Group Corporation (since 2019). Previously, he was the co-founder of Jarden and served at various times as its Vice Chairman, President, Chief Financial Officer, Secretary and as a director from June 2001 until the consumption of Jarden's business combination with Newell in April 2016. Prior to Jarden, Mr. Ashken served as the Vice Chairman and/or Chief Financial Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé Inc. between 1992 and 2000. Mr. Ashken is also a director or trustee of a number of private companies and charitable institutions. Qualifications Mr. Ashken brings to the Board significant knowledge in the areas of finance, public accounting, internal audit, risk management and M&A. His executive management positions as Vice Chairman and/or Chief Financial Officer also bring the Company significant leadership, planning and management skills and background.
						Committees
						Compensation
						Nominating and Policies (Chair)
						Public Company Boards
						APi Group Corporation
						Nomad Foods Limited
						Age: 64
						Director since: 2013
						Independent


Elyse Filon

Business Experience Ms. Filon acted as Strategic Advisor of GCP Applied Technologies Inc. (“GCP”) from November 2016 to June 2019 consulting on M&A, strategic planning and analysis and corporate structure. She co-led the spin-off of GCP from W.R. Grace & Co. (“W.R. Grace”). Ms. Filon worked at W.R. Grace for 20 years, assuming various international leadership roles, ultimately serving as Vice President – Finance from 2012 through June 2016. Ms. Filon has extensive experience in strategic planning and analysis, global M&A, tax planning, capital markets and currency management. Before joining W.R. Grace, she served as International Tax Counsel at Sterling Winthrop Pharmaceuticals and practiced law in the New York City office of Kelley, Drye & Warren LLP. Ms. Filon holds a J.D. degree from Harvard Law School and a B.A. degree from Rutgers University. Qualifications Ms. Filon brings to the Board her deep industry and business experience as well as leadership skills from having worked at a peer specialty chemicals company for 20 years. She also contributes her extensive experience in strategic planning and analysis, global M&A, international tax planning, foreign currency and risk management. Her legal background provides the Board additional support for review of general corporate matters.
						Committees
						Audit (Chair)
						Public Company Boards
						None
						Age: 64
						Director since: 2021
						Independent


Christopher T. Fraser

Business Experience Mr. Fraser served as Chairman of the Board of KMG Chemicals Inc. ("KMG") from December 2012 to November 2018 and was a director of KMG from May 2008 to November 2018. He also served as CEO and President of KMG from September 2013 to November 2018 after serving as CEO and President of KMG on an interim basis from July 2013 to September 2013. From 2006 to 2009, Mr. Fraser was the President and CEO of Chemical Lime Company, a North American producer of calcium based (limestone), alkaline products with various industrial applications. Before joining Chemical Lime Company, Mr. Fraser was President and CEO of OCI Chemical Corporation, a wholly-owned subsidiary of DC Chemical Co. ("OCI") from 1996 to 2006. Prior to joining OCI, Mr. Fraser held various positions of responsibility in sales, marketing, business development, operations and general management. Most recently, Mr. Fraser served as a Senior Operating Director for SK Capital Partners from 2020 to December 2022. He is currently a director of Smart Chemical Solutions, LLC, a private oil & gas chemicals company. He was also a director of several private companies: NuCera Solutions LLC and Techmer PM, LLC from 2020 through 2022. During the past five years, Mr. Fraser served as a director of PHX Minerals Inc., fka Panhandle Oil and Gas Inc. (NYSE:PHX), from 2019 to 2022, where he was a member of their Audit and Compensation committees. From 2011 to 2018, he was also an Operating Partner of Advent International Corp., which he advised on transactions in the industrial sector. Mr. Fraser holds a Bachelor of Science in Chemistry and in Business Administration from the University of Connecticut as well as a Master of Business Administration from Pepperdine University. Qualifications Mr. Fraser's extensive work with multiple chemicals companies has provided him with significant industry, M&A and management experience, including in strategic planning and business development. His private equity experience is also an important asset to the Board, along with his 25 years of experience as a Chief Executive Officer and background in Chemistry.
						Committees
						Audit
						Nominating and Policies
						Public Company Boards
						None
						Age: 67
						Director since: 2019
						Independent


Michael F. Goss

Business Experience Mr. Goss is currently a partner at Art Intelligence Global, a private art advisory firm ("AIG"). Prior to joining AIG in March 2023, he served as Chief Financial Officer of Condé Nast from January 2020 to December 2020 and Executive Vice President and Chief Financial Officer of Sotheby's, Inc. from March 2016 to October 2019. Prior to Sotheby's, he served in various senior management capacities at Bain Capital, LLC ("Bain Capital") for 13 years until December 2013, beginning in 2001 as Managing Director and Chief Financial Officer and assuming the additional role of Chief Operating Officer in 2004. From 2020 to 2021, he was a director of Sandridge Acquisition Corporation, a special purpose acquisition company. Mr. Goss graduated from Kansas State University with a BS in economics and received an MBA with Distinction from Harvard Business School. Qualifications Mr. Goss is an accomplished finance leader with extensive senior management experience as a Chief Financial Officer and managing director. His extensive financial insight, including with respect to internal audit, and deep understanding of global, complex businesses add considerable value and guidance to the Board and the Audit Committee.
						Committees
						Audit
						Compensation (Chair)
						Public Company Boards
						None
						Age: 65
						Director since: 2013
						Independent Lead Director


E. Stanley O' Neal

Business Experience Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. ("Merrill Lynch") until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Currently, Mr. O’Neal is a board member of Clearway Energy, Inc. where he serves as a member of their Compensation Committee and Audit Committee. He is also a director and member of the Compensation and Benefits Committee and the Chair of the Governance and Nominating Committee of Arconic Corporation, an aluminum manufacturing company and the former parent of Alcoa Inc., and as a director and member of the Audit Committee of Hut 8 Corp. following its merger with US Bitcoin Corp. in November 2023. During the past five years, Mr. O'Neal was a director and member of Arconic Inc.'s Audit Committee from 2016 to 2020 and Finance Committee from 2017 to 2020. Mr. O’Neal graduated from Kettering University with a degree in industrial administration and received his MBA from Harvard Business School. Qualifications Mr. O'Neal brings to the Board his extensive executive experience, financial expertise, strong leadership skills and his experience as a board member of other public companies which enable him to provide unique guidance to our Board and management team.
						Committees:
						Nominating and Policies
						Public Company Boards
						Arconic Corporation
						Clearway Energy, Inc.
						Hut 8 Corp.
						Age: 73
						Director since: 2013
						Independent


Susan W. Sofronas

Business Experience Ms. Sofronas is currently a partner at Manchester Capital Management LLC, a leading private family wealth office in the United States. Prior to joining Manchester Capital in January 2024, Ms. Sofronas was a senior relationship executive at Geller Advisors from 2010 to 2023, most recently acting as Managing Director. In these leadership roles, she served entrepreneurs, business owners and financial executives as a dedicated partner and engaged advocate. She also strategically assisted Geller Advisors’ CEO in implementing a multi-year strategy for successful growth, reshaping reporting and enhancing technology. Prior to Geller Advisors, she also served in senior roles at BBR Partners, Citigroup Private Bank and Morgan Stanley. She is a National Association of Corporate Directors member and is affiliated with numerous professional and industry associations. Ms. Sofronas graduated from Babson College with a BS in finance and investments. Qualifications With over 30 years of experience as a valued, trusted and recognized strategic financial advisor, Ms. Sofronas brings a unique mixture of strategic perspectives and execution skills. She has extensive executive experience with strong leadership values and effective communication techniques. She also contributes her significant experience overseeing strategic investments and growth initiatives in markets worldwide.
						Committees
						Compensation
						Public Company Boards
						None
						Age: 62
						New Director Nominee
						Independent

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to sound corporate governance and high ethical standards which promote stockholders' long-term interests, strengthen Board and management accountability, and improve our standing as a trusted corporate citizen. Our corporate governance practices include:


Independent Oversight	l	75% independent Board (6 out of 8 directors or director nominees)
	l	3 fully independent Board Committees
	l	Only one Board member is a Company executive (CEO)
	l	Separation of CEO and Chairman roles
	l	Independent Lead Director
	l	Regular executive sessions of independent directors at Board meetings (chaired by the independent Lead Director) and Committee meetings (chaired by independent Committee chairs)

Board & Committee Composition	l	Demonstrated Board refreshment with the most recent independent director elected in 2024
	l	25% of our directors are women with one serving as Chair of the Audit Committee
	l	Executive and Board succession planning process
	l	Balance of new and experienced directors
	l	Annual Board and Committee assessments
	l	Retirement age policy (age 73)

Stockholder Rights	l	Annual election of all directors
	l	Majority-vote and director resignation policy for directors in uncontested elections
	l	One class of outstanding shares with each share entitled to one vote
	l	No controlling stockholder

Governance Practices	l	Formal corporate governance policies that apply to directors and all employees, including our NEOs (as defined in this Proxy Statement) and senior financial officers. See "— Corporate Governance Guidelines" below
	l	Meaningful "at-risk" portion of total executive compensation
	l	Clawback policy compliant with SEC requirements and NYSE listing standards
	l	Prohibition on hedging, pledging or short sales of Company stock
	l	Robust stock ownership requirements for executives (5x salary for our CEO)
	l	Regular stockholder communication and engagement

Risk Oversight	l	Risk oversight by the Board and its Committee
	l	Board and Committee oversight of sustainability and other environmental, social and governance (ESG) matters
	l	Board and Committee oversight of cybersecurity, human capital and climate change

Corporate Governance Guidelines

Our corporate governance framework directly supports our core values and gives our directors the structure necessary to provide the Company with sound and appropriate oversight. The Company’s key guidelines, practices and policies are described below and are available on the Company’s website at www.ir.elementsolutionsinc.com/Investors/governance:

Board of Directors Governance Principles

The Board has adopted a set of corporate principles to assist the Company and the Board in implementing effective governance practices. The Board Governance Principles, along with the Company's Certificate of Incorporation and Amended and Restated By-Laws, define the size and composition of the Board, and cover critical topics, such as director independence, qualifications and responsibilities, election, mandatory retirement age, stock ownership, Board structure and meetings, Board and management succession planning, director orientation and continuing education, CEO evaluation, annual Board and Committee self-evaluation, director compensation and access to management.

Business Conduct and Ethics Policy

To foster and sustain a culture of honesty and responsibility, the Board adopted a Business Conduct and Ethics Policy, which applies to our directors, officers, employees and contractors, and sets high standards of professional and ethical conduct with respect to various matters, such as compliance with applicable laws, competition, conflicts of interest, financial statements and external reporting, use of Company funds and assets, and confidentiality. This policy also provides a process for reporting violations designed to ensure accountability.

Insider Trading Policies and Procedures

The Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of its securities by directors, senior management, and employees. The Company also follows procedures for the repurchase of its securities. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations as well as NYSE listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to the 2024 Annual Report.


Corporate Governance Framework
l			Board of Directors Governance Principles and Code of Conduct ("Board Governance Principles")
l			Business Conduct and Ethics Policy — Employees/Directors and Contractors/Consultants ("Ethics Policy")
l			Code of Ethics for Senior Financial Officers ("Financial Officer Code of Ethics")
l			Insider Trading Policy
l			Audit Committee Charter
l			Compensation Committee Charter
l			Nominating and Policies Committee Charter

Any waiver of our Ethics Policy or our Financial Officer Code of Ethics (applicable to our CEO, CFO and Chief Accounting Officer) may only be authorized by the Board and its Audit Committee, respectively. Any waiver will be disclosed on our website as promptly as practicable, as may be required under applicable NYSE and SEC rules.

Stockholder Engagement

We believe that effective corporate governance should include regular, constructive conversations with our stockholders to proactively seek their insights, answer their inquiries and consider a diversity of perspectives on various issues. This ongoing dialogue allows our management team to update investors on a broad range of topics

and in turn, helps management to gain an understanding of the perspectives and concerns of investors. It also promotes greater alignment of our governance and executive compensation practices with our stockholder's interests.

Between April 2024 and April 2025, our senior management team and, when appropriate, Board members engaged with stockholders representing approximately 85% of the outstanding shares of the Company. Our engagement consisted of recurring post-earnings communications as well as a significant number of one-on-one and group meetings, calls, and investor conferences. We discussed a broad range of subjects, including our business, strategy and financial performance. In addition, we conducted calls to highlight our ongoing ESG initiatives. See " — Sustainability Initiatives" below.

SEC Form DEF 14A filed by Element Solutions Inc.